Exhibit 10.1
BOURBON BANCSHARES, INC.
1993 EMPLOYEE STOCK OWNERSHIP INCENTIVE PLAN
ARTICLE 1.
PURPOSE.
The purpose of this 1993 Employee Stock Ownership Incentive
Plan
("Plan") is to advance the interest of Bourbon Bancshares, Inc., a
Kentucky
corporation ("Company"), and its subsidiaries, by encouraging
employees who
will largely be responsible for the long-term success and
development of the
Company to acquire and retain an ownership interest in the Company.
The Plan
is also intended to provide flexibility to the Company in
attracting and
retaining such employees and stimulating their efforts on behalf of
the
Company.
ARTICLE 2. DEFINITIONS
AND CONSTRUCTION.
2.1 Definitions.
As used in the Plan,
terms defined
parenthetically immediately after their use shall have the
respective
meanings provided by such definitions, and the terms set forth
below shall have
the following meanings (in either case, such meanings shall apply
equally to
both the singular and plural forms of the terms defined):
a. "Award"
shall mean a grant of Options under the Plan.
b. "Board"
shall mean the Board of Directors of the
Company.
c. "Cause"
shall mean a felony conviction of a Participant or
the failure of a Participant to contest prosecution for a
felony, or the Participant's willful misconduct or dishon-
esty, any of which is determined by the Committee to be
directly and materially harmful to the business or reputation
of the Company or its Subsidiaries.
d. A
"Change in Control" shall mean any of the following
events:
1. An
acquisition (other than directly from the
Company) of any voting securities of the Company (the
"Voting Securities") by any Person immediately
after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of twenty-five percent (25%) or
more of the combined voting power of the
Company's then outstanding Voting Securities;
provided, however, that in determining whether a
Change in Control has occurred, Voting Securities
that are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an
acquisition that would cause a Change in Control.
A "Non-Control Acquisition" shall mean an acquisition
by (i) the Company or any Subsidiary, (ii) an
employee benefit plan (or a trust forming a part
thereof) maintained by the Company or any Subsidiary
or (iii) any Person in connection with a "Non-
Control Transaction" (as hereinafter defined).
2. The
individuals who, as of the Effective Date, are
members of the Board (the "Incumbent Board"), cease
for any reason to constitute at least a majority of the
Board; provided, however, that if the election, or
nomination for election by the Company's shareholders,
of any new director was approved by a vote of at
least a majority of the Incumbent Board, such new
directors shall, for purposes of the Plan, be
considered as a member of the Incumbent Board;
provided, further, however, that no individual shall
be considered a member of the Incumbent Board if
such individual initially assumed office as a
result of either an actual or threatened "election
contest" (as described in Rule 14a-11 promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy
Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or
Proxy Contest; or
3. Approval
by shareholders of the Company of:
(A) A merger, consolidation or
reorganization
involving the Company, unless
(i) the
shareholders of the Company,
immediately before such merger,
consolidation or reorganization, own,
directly or indirectly immediately
following such merger,
consolidation or reorganization, at
least a majority of the combined voting
power of the outstanding voting
securities of the corporation resulting
from such merger, consolidation or
reorganization (the "Surviving Corpo-
ration") in substantially the same
proportion as their ownership of the
Voting Securities immediately before
such merger, consolidation or reorga-
nization,
(ii) The individuals
who were members of
the Incumbent Board immediately prior
to the execution of the agreement
providing for such merger,
consolidation or reorganization
constitute at least a majority of the
members of the board of directors of
the Surviving Corporation,
(iii) No Person (other than the Company,
any Subsidiary, any employee benefit
plan (or any trust forming a part
thereof) maintained by the Company,
the Surviving Corporation or any
Subsidiary, or any Person who
(immediately prior to such merger,
consolidation or reorganization had
Beneficial Ownership of twenty percent
(20%) or more of the then outstanding
Voting Securities) has Beneficial
Ownership of twenty percent (20%) or
more of the combined voting power of
the Surviving Corporation's then-
outstanding voting securities, and
(iv) a transaction
described in clauses
(i) through (iii) shall herein be
referred to as a "Non-Control
Transaction";
(B) A complete
liquidation or
dissolution of the Company; or
(C) An agreement
for the sale or other
disposition of all or substantially all
of the assets of the Company to any
Person (other than a transfer to a
Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur
solely because any Person (the "Subject Person") acquired
Beneficial Ownership
of more than the permitted amount of the outstanding Voting
Securities as a
result of the acquisition of Voting Securities by the Company
which, by
reducing the number of Voting Securities outstanding, increased
the
proportional number of shares Beneficially Owned by the Subject
Person;
provided that if a Change in Control would occur (but for the
operation of
this sentence) as a result of the acquisition of Voting Securities
by the
Company, and after such share acquisition by the Company, the
Subject Person
becomes the Beneficial Owner of any additional Voting Securities
that
increases the percentage of the then outstanding Voting
Securities
Beneficially Owned by the Subject Person, then a Change in Control
shall occur.
e. "Code"
shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto, together
with any regulations promulgated thereunder.
f.
"Committee" shall mean the committee described in
Section 3.1.
g.
"Disability" shall mean a physical or mental infirmity
that the Committee determines impairs the Participant's
ability to perform substantially his or her duties for a period
of 180 consecutive days.
h.
"Effective Date" shall mean the date described in
Section 7.1.
i.
"Employee" shall mean an individual who is a full-time
employee of the Company or a Subsidiary.
j.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
k. "Fair
Market Value" of the Shares shall mean, as of any
applicable date, the midpoint between the "bid" and "ask" price
of the Shares as quoted by J.J.B. Hilliard, W.L. Lyons,
Inc. ("Hilliard-Lyons"), or if no such "bid" and "ask"
price of the Shares shall have occurred on such date, on the
next preceding date on which there was such quoted prices.
If there shall be any material alteration in the present
system of quoting sale prices of the Shares, or if the Shares
shall no longer be quoted by Hilliard-Lyons, the fair market
value of the Shares as of a particular date shall be determined
by such method as shall be determined by the Committee.
l. "ISOs"
shall have the meaning given such term in Section
6.1.
m. "NQSOs"
shall have the meaning given such term in
Section 6.1.
n. "Option"
shall mean an option to purchase Shares granted
pursuant to Article 6.
o. "Option
Agreement" shall mean an agreement evidencing
the grant of an Option, as described in Section 6.2.
p. "Option
Exercise Price" shall mean the purchase price per
share subject to an Option, which shall not be less than the
Fair Market Value of the Share on the date of grant.
q.
"Participant" shall mean any Employee selected by the
Committee to receive an Award under the Plan.
r. "Person"
shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and as used in Sections
13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) thereof.
s. "Plan"
shall mean this Bourbon Bancshares, Inc. 1993
Employee Stock Ownership Incentive Plan as the same may be
amended from time to time.
t.
"Retirement" shall mean retirement by a Participant in
accordance with the terms of the Company's retirement
policy applicable to directors of the Company or any
Subsidiary.
u. "Shares"
shall mean the Company's Common Shares.
v.
"Subsidiary" shall mean, with respect to any company, any
corporation or other Person of which a majority of its voting
power, equity securities, or equity interest is owned
directly or indirectly by such company.
2.2 Gender and Number.
Except where otherwise
indicated by the
context, reference to the masculine gender shall include the
feminine gender,
the plural shall include the singular and the singular shall
include the
plural.
2.3 Severability.
In the event any
provision of the Plan shall be
held illegal or invalid for any reason, the illegality or
invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be
construed and
enforced as if the illegal or invalid provision had not been
included.
ARTICLE 3.
ADMINISTRATION.
3.1 The Committee.
The Plan shall be
administered by a committee
(the "Committee") appointed by the Board. In the event the Shares
of the
Company are hereafter registered under Section 12 of the Exchange
Act, the
Committee shall include two or more directors of the Company who
are
"disinterested persons" within the meaning of Rule 16b-3 (or any
successor
provision) promulgated under the Exchange Act. The members of the
Committee shall be appointed from time to time by, and shall serve
at the
discretion of, the Board.
3.2 Authority of
t
